Steinhoff wants to pay board members up to R2.9m for handling fallout

Steinhoff is proposing once-off payments of between €100 000 (R1.46-million) and €200 000 (R2.92-million) to three of its senior board members to be voted on at its upcoming Annual General Meeting.

The three supervisory board members are part of an independent board subcommittee, announced by Steinhoff on December 11 2017, whose task has been to “bolster the independent governance of the group”.

The subcommittee was announced a few days after Steinhoff’s former chief executive officer Markus Jooste abruptly stepped down amid an accounting scandal in early December 2017, and the firm’s share price crashed.

PwC is currently conducting a forensic investigation into the Stellenbosch-headquartered firm’s books.

The payments will be voted on at Steinhoff’s AGM, which is set to take place in the Netherlands, where Steinhoff’s parent company is registered, on April 20 2018, the retail giant said in its AGM notice.

Included in the firm’s AGM notice is a resolution that supervisory board members Steve Booysen and Heather Sonn each receive a once-off payment of €200 000, and Johan van Zyl receive €100 000.

“… it is proposed that those members of the independent committee of the supervisory board being put forward for re-appointment to the supervisory board receive a further once-off payment to cover the additional work undertaken during the period since the accounting irregularities were identified in December 2017,” states the AGM notice.

Sonn took over as the group’s chairperson in mid-December after Christo Wiese stepped down.

It will be up to the group’s shareholders to vote on whether the board members receive the payments.

‘Extraordinary time commitments’

A spokesperson for Steinhoff, in an email to Fin24 on Friday morning, noted that Booysen, Sonn and Van Zyl were appointed to the independent sub-committee of the supervisory board “in order to oversee the crisis that arose in early December 2017”.

“In doing so [they] were required, inter alia, to make extraordinary time commitments and be readily available for unscheduled ad-hoc meetings, deal with stakeholders such as regulators, investors and shareholders. The independent sub-committee has also in a short period of time restructured the management and supervisory boards.”

“Accordingly, the proposed amounts are in recognition of the extraordinary effort that they have made (and continue to make), in order to stabilise the company and restore value to investors.”

“The proposed amounts are subject to shareholder approval and in compliance with the Steinhoff’s remuneration policies. It is proposal recommended by the board’s remuneration committee and governance structures who had considered the merits of their remuneration,” stated the spokesperson.

The AGM remuneration resolution, meanwhile, also proposes that “in acknowledgement of the exceptional demands being placed on the supervisory board members’ time”, they receive payments for meetings which take place in addition to those scheduled in the corporate calendar.

The proposed remuneration for these meetings is €4 000 (R58 400) per meeting for the board’s chair, and €3 000 (R43 800) per meeting for members of the board. – Fin24